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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2000
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 333-34829
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DELPHI INTERNATIONAL LTD.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Bermuda (441) 295-3688 N/A
------------------------------- ------------------------------ -------------------------------
(State or other Jurisdiction of (Registrant's telephone number, (I.R.S. Employer Identification
incorporation or organization) including area code) Number)
</TABLE>
Chevron House, 11 Church Street, Hamilton, Bermuda HM 11
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(Address of principal executive offices) (Zip Code)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to filing requirements
for the past 90 days:
Yes X No
--- ---
As of November 9, 2000, the Registrant had 4,079,014
Common Shares outstanding.
1
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DELPHI INTERNATIONAL LTD.
FORM 10-Q
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION Page
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Consolidated Statements of Income and Comprehensive Income for
the Three and Nine Months Ended September 30, 2000 and 1999 3
Consolidated Balance Sheets at September 30, 2000
and December 31, 1999 4
Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION 11
</TABLE>
2
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PART I. FINANCIAL INFORMATION
DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED; IN US DOLLARS)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Premiums written $ -- $ -- $ -- $ --
Premiums ceded -- -- -- --
------------ ------------ ------------ ------------
Premiums earned -- -- -- --
Underwriting fees 37,554 7,246 45,343 22,842
Net investment income 3,799,942 3,933,532 12,520,581 16,658,719
------------ ------------ ------------ ------------
Total revenues 3,837,496 3,940,778 12,565,924 16,681,561
LOSSES AND EXPENSES:
Losses and loss expenses incurred 976,177 1,204,487 2,695,049 4,058,006
Underwriting and acquisition expenses 782,162 833,979 2,384,201 5,487,905
Interest expense 808,834 711,173 2,356,345 2,103,337
General and administrative expenses 439,492 418,054 1,585,717 1,441,972
------------ ------------ ------------ ------------
Total losses and expenses 3,006,665 3,167,693 9,021,312 13,091,220
------------ ------------ ------------ ------------
Net income 830,831 773,085 3,544,612 3,590,341
Dividends on Preferred Shares (258,875) (237,500) (776,625) (712,500)
------------ ------------ ------------ ------------
Net income attributable to
Common Shares $ 571,956 $ 535,585 $ 2,767,987 2,877,841
============ ============ ============ ============
Basic and diluted net income
per Common Share $ 0.14 $ 0.13 $ 0.68 $ 0.70
Comprehensive income:
Net income $ 830,831 $ 773,085 $ 3,544,612 $ 3,590,341
Other comprehensive income
(loss):
Change in unrealized losses
on fixed maturity securities, net
of reclassification
adjustments 248,914 (225,800) 347,189 (1,606,159)
------------ ------------ ------------ ------------
Comprehensive income $ 1,079,745 $ 547,285 $ 3,891,801 $ 1,984,182
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements
3
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED; IN U.S. DOLLARS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
---- ----
<S> <C> <C>
Assets:
Investments:
Fixed maturity securities, available for sale $ 88,964,255 $ 84,226,329
Balances with independent investment managers 28,921,442 27,389,096
Equity securities 7,515,900 7,515,900
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125,401,597 119,131,325
Cash and cash equivalents 11,272,687 22,514,299
Funds withheld by ceding reinsurer 12,789,559 13,735,735
Receivable from independent investment managers -- 2,536,997
Deferred acquisition costs 899,563 1,087,506
Accrued income 8,468,499 5,599,079
Other assets 80,139 85,307
Assets held for participating shareholder:
Cash and cash equivalents 253,433 125,306
Fixed maturity securities 1,595,109 1,509,842
Other assets 1,119,090 51,571
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Total assets $ 161,879,676 $ 166,376,967
============= =============
Liabilities:
Reserves for losses and loss expenses $ 104,112,512 $ 112,528,589
Subordinated notes 35,775,557 32,760,750
Other liabilities 3,465,595 7,687,330
Liabilities relating to participating
shareholder:
Reserves for losses and loss expenses 2,309,367 1,618,509
Other liabilities 643,240 30,089
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Total liabilities 146,306,271 154,625,267
============= =============
Participating Preferred Shareholders' equity:
Participating Preferred Shares, $0.01 par
value; 4,000 and 1,000 shares authorized,
issued and outstanding, respectively 40 10
Additional paid-in capital 3,960 990
Retained earnings 15,025 38,121
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Total Participating Preferred Shareholders'
equity 19,025 39,121
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Shareholders' equity:
Preferred Shares, $0.01 par value; 5,000,000
shares authorized, 109,000 and 100,000
shares issued and outstanding, respectively 1,090 1,000
Common Shares, $0.01 par value; 10,000,000
shares authorized, 4,079,014 shares issued
and outstanding 40,790 40,790
Additional paid-in capital 30,036,442 29,913,157
Appropriation for dividend on Preferred
Shares 776,625 950,000
Accumulated other comprehensive loss (1,199,789) (1,546,978)
Retained deficit (14,100,778) (17,645,390)
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Total shareholders' equity 15,554,380 11,712,579
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Total liabilities and shareholders' equity $ 161,879,676 $ 166,376,967
============= =============
</TABLE>
See notes to consolidated financial statements
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED; IN US DOLLARS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Net cash flows from operating activities:
Net income $ 3,544,612 $ 3,590,341
Adjustments to reconcile net income to net cash (used) provided by
operating activities:
Interest on subordinated notes 3,014,807 1,350,000
Investment income related to balances with independent investment managers (2,560,111) (12,071,848)
Amortization on fixed maturity securities (91,723) (67,114)
Changes in assets and liabilities:
Funds withheld by ceding reinsurer 946,176 1,953,163
Deferred acquisition costs 187,943 45,313
Accrued income (8,154,848) (2,716,545)
Other assets 5,168 (30,393)
Reserves for losses and loss expenses (8,416,077) (11,520,755)
Receivable from independent investment managers 2,536,997 24,549,305
Other liabilities (4,221,734) 3,995,121
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Net cash (used) provided by operating activities (13,208,790) 9,076,588
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Cash flows from investing activities:
Proceeds from sales of fixed maturity securities 2,985,163 314,748
Withdrawals from balances with independent investment managers 11,602,765 82,993,641
Purchases of investments with independent investment managers (10,575,000) (21,082,500)
Purchases of fixed maturity securities (1,998,750) (77,661,906)
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Net cash provided (used) by investing activities 2,014,178 (15,436,017)
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Cash flows from financing activities:
Proceeds from issuance of participating preferred shares 3,000 --
Dividend payment on preferred shares (50,000) --
------------ ------------
Net cash used by financing activities (47,000) --
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Decrease in cash and cash equivalents (11,241,612) (6,359,429)
Cash and cash equivalents at beginning of period 22,514,299 26,152,550
------------ ------------
Cash and cash equivalents at the end of period $ 11,272,687 $ 19,793,121
============ ============
</TABLE>
See notes to consolidated financial statements
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
The financial statements included herein were prepared in conformity with
accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. Such principles were applied on a basis consistent with
those reflected in the Company's report on Form 10-K for the year ended December
31, 1999. The information furnished includes all adjustments and accruals of a
normal recurring nature which are, in the opinion of management, necessary for a
fair presentation of results for the interim periods. Operating results for the
nine months ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2000. Certain
reclassifications have been made in the 1999 financial statements to conform to
the 2000 presentation. For further information refer to the consolidated
financial statements and footnotes thereto included in the Company's report on
Form 10-K for the year ended December 31, 1999. Capitalized terms used herein
without definition have the meanings ascribed to them in the Company's report on
Form 10-K for the year ended December 31, 1999.
Recently Adopted Accounting Standards. In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities," as amended
("SFAS 133"), which is required to be adopted in fiscal years beginning after
June 15, 2000. SFAS 133 will require all derivatives to be recognized on the
balance sheet at fair value. Derivatives that are not hedges must be adjusted to
fair value through earnings. If a derivative is a hedge, depending on the nature
of the hedge, changes in fair value of the derivative will either be offset
against the change in fair value of the hedged item or items through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The portion of a derivative's change in fair value not effective as a
hedge will be immediately recognized in earnings. The Company does not expect
the adoption of SFAS 133 to have a material impact on the earnings or financial
position of the Company.
NOTE B - INVESTMENTS
At September 30, 2000, the Company had fixed maturity securities available for
sale with a carrying value of $89.0 million and an amortized cost of $90.2
million and balances with independent investment managers with a carrying value
and a fair value of $28.9 million. At December 31, 1999, the Company had fixed
maturity securities available for sale with a carrying value of $84.2 million
and an amortized cost of $85.8 million and balances with independent investment
managers with a carrying value and a fair value of $27.4 million. The amounts
invested with independent investment managers are, with certain limited
exceptions, withdrawable at least annually, subject to applicable notice
requirements.
During the first quarter of 2000, the Company elected to receive the $5.3
million dividend due on the preferred securities of the LLC in the form of
additional preferred securities of the LLC in lieu of cash.
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DELPHI INTERNATIONAL LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE C - CAPITAL SECURITIES AND LOAN FINANCING
Pursuant to the terms of the Subordinated Notes, interest due on such notes of
$3.0 million and $1.4 million for the nine months ended September 30, 2000 and
1999, respectively, has been paid by the issuance of additional Subordinated
Notes.
The Company's Series A Preferred Shares (the "Preferred Shares") are entitled to
receive, when and as declared by the Board of Directors out of funds legally
available therefor, a cumulative dividend of 9.5% per annum on the shares' issue
price. The dividend is payable in cash or in additional Preferred Shares or a
combination thereof. A provision for the cumulative dividend at September 30,
2000 has been recorded as an appropriation of additional paid-in capital.
In accordance with a resolution passed at the Company's annual general meeting
held on May 8, 2000, $20.9 million has been transferred from the Company's share
premium account to the Company's contributed surplus account, which account,
under the Bermuda Companies Act, 1981 (the "Act"), is available for the payment
of dividends or other distributions to shareholders, subject to compliance with
the solvency requirements of the Act. The amount available for distribution due
to the increase in the contributed surplus account is included in additional
paid-in capital on the Company's balance sheet. The cumulative dividend on the
Preferred Shares outstanding at December 31, 1999 was declared on July 24, 2000,
and paid by the issuance of 9,000 additional Preferred Shares, which are
redeemable at $100 per share, and the distribution of $50,000 in cash.
NOTE D - COMPUTATION OF NET INCOME PER COMMON SHARE
The following table sets forth the numerators and denominators used to calculate
basic and diluted results per share:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
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2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Numerator:
Net income $ 830,831 $ 773,085 $ 3,544,612 $ 3,590,341
Dividends on Preferred Shares (258,875) (237,500) (776,625) (712,500)
----------- ----------- ----------- -----------
Net income attributable to common
shareholders $ 571,956 $ 535,585 $ 2,767,987 $ 2,877,841
=========== =========== =========== ===========
Denominator:
Weighted average common shares outstanding 4,079,014 4,079,014 4,079,014 4,079,014
Effect of dilutive securities -- 7,559 -- 3,354
----------- ----------- ----------- -----------
Weighted average common shares outstanding,
assuming dilution 4,079,014 4,086,573 4,079,014 4,082,368
=========== =========== =========== ===========
</TABLE>
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DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following is an analysis of the results of operations and financial
condition of Delphi International Ltd. (the "Company" which term includes the
Company and its consolidated subsidiaries unless the context indicates
otherwise). This analysis should be read in conjunction with the Consolidated
Financial Statements and related notes included in this document, as well as the
Company's report on Form 10-K for the year ended December 31, 1999. Capitalized
terms used herein without definition have the meanings ascribed to them in the
Company's report on Form 10-K for the year ended December 31, 1999.
Results of Operations
Underwriting Income. The Company did not earn any premium income from
reinsurance contracts during the nine months ended September 30, 2000 and 1999.
Due to excess capacity in the global reinsurance markets and the resulting lack
of attractively priced reinsurance programs, the Company did not take on any new
reinsurance business during either period. During the third quarter of 2000, the
Company effected three new rent-a-captive programs for which it receives
underwriting fee income.
Investment Income. Investment income for the nine months ended September 30,
2000 was $12.5 million as compared with $16.7 million for the nine months ended
September 30, 1999. Investment results during these periods are primarily
derived from preferred dividends from the LLC, the assets of which are invested
with independent investment managers, and from investment vehicles of
independent investment managers, which are accounted for under the equity
method, with earnings and losses included in net investment income. Investment
income for the nine months ended September 30, 1999 primarily resulted from the
recovery in numerous sectors of global financial markets in the period, which
impacted positively upon the performance of the investment portfolios of the
independent investment managers.
Underwriting and Other Expenses. Losses and loss expenses for the nine months
ended September 30, 2000 were $2.7 million as compared with $4.1 million for the
nine months ended September 30, 1999. Losses and loss expenses primarily reflect
the increase in discounted values of existing reserves, which accrete over time.
Losses and loss expenses for the nine months ended September 30, 2000 have been
reduced by a $0.5 million gain realized on the recapture by RSL of approximately
29% of the existing group long term disability liabilities ceded to Oracle Re
under its quota share reinsurance agreement with RSL.
Underwriting and acquisition expenses totalled $2.4 million for the nine months
ended September 30, 2000 as compared with $5.5 million for the nine months ended
September 30, 1999. Underwriting and acquisition expenses for the first nine
months of 2000 reflect $2.3 million of profit sharing commissions payable under
the Safety National and RSL reinsurance agreements for this period while
underwriting and acquisition expenses in the 1999 period reflect $5.3 million of
profit sharing commissions payable under the Safety National and RSL reinsurance
agreements for the period from inception through September 30, 1999.
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DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's current liquidity needs at the holding company level include
funding operating expenses and interest payments on the Subordinated Notes. At
the Company's option, the Company may pay interest on the Subordinated Notes in
additional Subordinated Notes in lieu of cash payments during any five-year
period. During the nine-month period ended September 30, 2000, $3.0 million of
interest due on the Subordinated Notes was paid by the issuance of additional
Subordinated Notes with an aggregate principal amount of $3.0 million. As of
September 30, 2000, the Company had $14.5 million in financial assets at the
holding company level. The Company's other source of liquidity at the holding
company level consists of dividends from Oracle Re. Dividend payments by the
Company's insurance subsidiary to the Company are subject to certain Bermuda
regulatory restrictions as well as contractual restrictions. Under the LOC
Agreement, dividends by Oracle Re in any fiscal year may generally not exceed
the greater of (a) 50% of Oracle Re's statutory net income for the preceding
fiscal year and (b) the lesser of (i) $3,000,000 and (ii) Oracle Re's statutory
net income for the preceding fiscal year.
The principal liquidity requirement of the Company's insurance subsidiary,
Oracle Re, in addition to funding operating expenses, is the fulfilment of the
obligations under its reinsurance agreements. The primary source of funding for
these obligations, in addition to operating earnings, is the net cash flow from
the investments included in Oracle Re's investment portfolio. Each of the
Company's reinsurance agreements involved a one-time payment to Oracle Re at
inception and does not provide for ongoing reinsurance premiums. In the second
quarter of 2000, Oracle Re and RSL effected the recapture of approximately 29%
of the existing group long term disability liabilities ceded to Oracle Re under
its quota share reinsurance agreement with RSL. In connection with such
recapture, $4.3 million in cash was transferred to RSL.
In addition to Oracle Re's current liquidity requirements, Oracle Re is required
to provide collateral security with respect to letters of credit outstanding
under the LOC Agreement and otherwise. Under the LOC Agreement, the collateral
maintenance requirement is equal to up to 145% of the amount of the outstanding
letters of credit. In the event that sufficient collateral cannot be maintained
relative to these requirements, Oracle Re may be required to negotiate with its
reinsureds to reduce the size of the reinsurance transactions, thereby
decreasing the amounts of letters of credit and related collateral requirements
under the LOC Agreement. Moreover, if Oracle Re were unable to furnish
sufficient collateral or otherwise were to fail to satisfy any covenant or
requirement under the LOC Agreement, it may be required to liquidate all or a
substantial portion of its investment portfolio or otherwise secure its
obligations under its reinsurance agreements, which would likely have a material
adverse effect on the business and operations of the Company.
The Company believes that the sources of funding available at the holding
company and insurance subsidiary levels, respectively, will be adequate to
satisfy on both a short-term and long-term basis the companies' applicable
liquidity requirements.
MARKET RISK
There have been no material changes in the Company's exposure to market risk or
its management of such risk since December 31, 1999.
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DELPHI INTERNATIONAL LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
In connection with and because it desires to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions its readers regarding certain forward-looking statements in the
foregoing discussions and elsewhere in this Form 10-Q and in any other statement
made by, or on behalf of, the Company, whether or not in future filings with the
Securities and Exchange Commission. Forward-looking statements are statements
not based on historical information and which relate to future operations,
strategies, financial results or other developments. Some forward-looking
statements may be identified by the use of terms such as "expects," "believes,"
"anticipates," "intends," or "judgment." Forward-looking statements are
necessarily based upon estimates and assumptions that are inherently subject to
significant business, economic and competitive uncertainties and contingencies,
many of which are beyond the Company's control and many of which, with respect
to future business decisions, are subject to change. Examples of such
uncertainties and contingencies include changes in global economic and financial
conditions and markets, the Company's investment strategy and implementation
thereof, the performance of the Company's investment portfolio, competitive
conditions in the global reinsurance markets, the ability of the Company to
generate new business opportunities and submissions and changes in insurance or
other laws and regulations or governmental interpretations thereof. These
uncertainties can affect actual results and could cause actual results to differ
materially from those expressed in any forward-looking statements made by, or on
behalf of, the Company. The Company disclaims any obligation to update
forward-looking information.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11- Computation of Earnings Per Common Share
(incorporated herein by reference to Note D to the
Consolidated Financial Statements included elsewhere
herein)
27- Financial Data Schedule
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DELPHI INTERNATIONAL LTD. (Registrant)
/s/ COLIN O'CONNOR
--------------------------------------
Colin O'Connor
President and Chief Executive Officer
(Principal Executive Officer)
/s/ DAVID EZEKIEL
--------------------------------------
David Ezekiel
Vice President and Director
(Principal Accounting and Financial Officer)
Date: November 10, 2000
11
